Parent Pre-emption Waiver means the disapplication of statutory pre-emption rights on such terms as the Company and Parent shall mutually agree.
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
Termination of parental rights means the permanent elimination of all parental rights and duties, including residual parental rights and duties, by court order.
Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.
Vesting Certificate shall have the meaning specified in Section 16.5;
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Termination Sum means the percentage of the Tariff payable by the Client to the Service Provider pursuant to Clause 18.4 and as set out in Appendix B; and
this Preliminary Agreement means the agreement made hereunder by virtue of the
Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.
Closing Press Release has the meaning set forth in Section 5.4(b).
Specified Merger Agreement Representations such of the representations made by the Target with respect to the Target and its Subsidiaries in the Merger Agreement as are material to the interests of the Lenders and the Joint Bookrunners (in their capacities as such), but only to the extent that the Borrower (or its Affiliates) has the right to terminate the Borrower’s (or such Affiliate’s) obligations under the Merger Agreement or the right to decline to consummate the Merger as a result of a breach of such representations in the Merger Agreement.
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
UCC Filing Authorization Letter means a letter duly executed by each Loan Party authorizing the Collateral Agent to file appropriate financing statements on Form UCC-1 without the signature of such Loan Party in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Agreement and each Mortgage.
Second Effective Time has the meaning specified in Section 2.02.
Authorization Letter means a letter agreement executed by Borrower in the form of EXHIBIT A.
Buyer Certificate means a certificate to the effect that each of the conditions specified in clauses (a) through (c) (insofar as clause (c) relates to Legal Proceedings involving the Buyer) of Section 5.2 is satisfied in all respects.
Additional Disclosure Notification The form of notification to be included with any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information which is attached to this Agreement as Exhibit W.
Post-Closing Agreement shall have the meaning set forth in Section 8.9.
Shareholder Rights Plan means the amended and restated shareholder rights plan agreement dated as of November 10, 2015 between Parent and American Stock Transfer and Trust Company, LLC, as rights agent, as amended and restated as of April 18, 2016 as further amended, restated, succeeded or replaced from time to time, and any similar plan adopted from time to time;
Lawyer-guardian ad litem means an attorney appointed under section 17c of this chapter. A lawyer-guardian ad litem represents the child, and has the powers and duties, as set forth in section 17d of this chapter. The provisions of section 17d of this chapter also apply to a lawyer-guardian ad litem appointed under each of the following:
Closing protection letter means an agreement by the division to indemnify a lender or owner or both for loss caused by a division closer’s theft of settlement funds or failure to comply with written closing instructions relating to title certificate coverage when agreed to by the division closer.
Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.
Continuing care contract means, as stated in RCW 70.38.025, a contract providing a person, for the duration of that person's life or for a term in excess of one year, shelter along with nursing, medical, health-related, or personal care services, which is conditioned upon the transfer of property, the payment of an entrance fee to the provider of such ser- vices, or the payment of periodic charges for the care and ser- vices involved. A continuing care contract is not excluded from this definition because the contract is mutually termina- ble or because shelter and services are not provided at the same location.
Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.
Consideration Spreadsheet has the meaning set forth in Section 2.16(a).
Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.
Representation Letters means the representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS) delivered or deliverable by, or on behalf of, Parent, SpinCo and others in connection with the rendering by Tax Advisors and/or the issuance by the IRS of the Tax Opinions/Rulings.